ENERDYNAMIC HYBRID TECHNOLOGIES CORP. ("EHT")
[formerly MCM Capital One Inc. ("ZGN.H")]
BULLETIN TYPE: Qualifying Transaction-Completed, Reinstated for Trading, Graduation from NEX to TSX Venture, Symbol Change, Private Placement-Brokered, Private Placement-Brokered, Convertible Debentures, Name Change
BULLETIN DATE: September 10, 2014
NEX Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction ("QT") described in its Filing Statement dated August 20, 2014. As a result, at the opening on Thursday, September 11, 2014, the Company will no longer be considered as a Capital Pool Company.
The QT consists of the acquisition of all the issued and outstanding securities of Enerdynamic Hybrid Technologies Inc. ("EHT") through the issuance of the following securities:
* 33,899,446 common shares of the Company to EHT's shareholders at a deemed issue price of $0.215 per share;
* 21,170,000 common shares of the Company to EHT's shareholders at a deemed issue price of $0.25per share, issued pursuant to a recent financing completed by EHT (see the details below);
* 25,170,000 replacement warrants to EHT's warrant holders;
* 2,517,000 replacement broker warrants to EHT's broker warrant holders; and
* 4,000,000 common shares to EHT's debenture holders, at a deemed issue price of $0.50 per share, pursuant to the conversion of a total of $2,000,000 of capital of Convertible Debentures issued pursuant to a recent financing completed by EHT (see the details below).
A total of 33,580,955 common shares and 4,000,000 warrants issued to EHT's security holders are escrowed pursuant to an Exchange Tier 1 Value Escrow Agreement.
The Company is classified as a "Power and Communication Line Related Structures Construction" Issuer (NAICS Number 237130).
For further information, please refer to the Company's Filing Statement dated August 20, 2014, available on SEDAR.
Reinstated for trading:
Further to TSX Venture Exchange Bulletin dated January 27, 2014, the Company has now completed its Qualifying Transaction.
Effective at the opening, Thursday, September 11, 2014, trading will be reinstated in the securities of the Resulting Issuer (Enerdynamic Hybrid Technologies Corp.) (CUSIP: 29272D101).
Graduation from NEX to TSX Venture, Symbol Change,
The Company has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective on Thursday, September 11, 2014, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Toronto.
Effective at the opening on Thursday, September 11, 2014, the trading symbol for the Company will change from "ZGN.H" to "EHT".
Private Placement- Brokered:
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement completed by EHT in connection with the Qualifying Transactions announced on January 24, 2014, April 21, 2014, April 30, 2014 and June 23, 2014:
Number of Shares: 21,170,000 common shares
Purchase Price: $0.25 per common share
Warrants: 21,170,000 warrants to purchase 21,170,000 common shares.
Warrant Exercise Price: $0.50 per share for the first 12 months period and $0.75 per shares from the initial 12 months period to the 24-month period.
Number of Placees: 48 placees
Insider / Pro Group Participation:
Name
Insider=Y / Pro Group=P
Number of Shares
Rob Fia
Y & P
50,000
Agent's Commission: A cash commission of 7.5% of the gross proceeds has been paid to Kingsdale Capital Market. In addition, Kingsdale Capital Market received a total of 2,117,000 warrants to purchase 2,117,000 units at a price of $0.25 per unit for a 24-month period. Finally, Kingsdale Capital Market received a total of 1,082,538 shares as advisory fees.
The Company has confirmed the closing of the above-mentioned Private Placement.
Private Placement-Brokered, Convertible Debentures
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement by way of a Convertible Debentures completed by EHT in connection with the Qualifying Transactions announced on September 2, 2014:
Convertible Debentures: $2,000,000
Conversion Price: Convertible into common shares at a conversion price of $0.50 per share.
Warrants: N/A
Maturity date: 12 months
Interest Rate: 6%
Number of Placees: 11 placees
Insider / Pro Group Participation: N/A
Agent: Kingsdale Capital Market.
Agent's Fee: $150,000 in cash and Agent's Warrants to purchase a total of 400,000 common shares at an exercise price of $0.50 during a period of two years following the closing of the Private Placement.
The Company has confirmed the closing of the above-mentioned Private Placement and all Convertible Debentures have been converted into shares of the Resulting Issuer at the closing of the Qualifying Transaction.
Name Change:
Pursuant to a special resolution passed by shareholders on March 20, 2014, the Company has changed its name from "MCM Capital One Inc." to "Enerdynamic Hybrid Technologies Corp". There is no consolidation of capital.
Effective at the opening on Thursday, September 11, 2014, the common shares of "Enerdynamic Hybrid Technologies Corp." will commence trading on TSX Venture Exchange, and the common shares of "MCM Capital One Inc." will be delisted.
Capitalization: Unlimited common shares with no par value of which 62,369,446 shares are issued and outstanding.
Escrow: 34,755,955 common shares, 4,000,000 warrants and 75,375 Incentive Options, of which 25% are released at the date of this bulletin.
Transfer Agent: Valiant Trust Company
Trading Symbol: EHT (new)
CUSIP Number: 29272D101 (new)
TSX Venture Exchange has been advised that the above transactions have been completed.
Company Contact: Mr. John Gamble, CEO
Company Address: 1110 Hansler Road, Welland, Ontario, L3C 7M5
Company Phone Number: (289) 488-1699
Company Fax Number: (289) 488-1698
E-mail Address: info@ehthybrid.com
Company Web Site: www.ehthybrid.com
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